BT 2015 Annual Report Download - page 124

122 BT Group plc
Annual Report 2015
Dilution
or a nuber of ears we enerall used treasur shares to satisf the
eercise of share options and the vestin of share awards under our
eploee share plans. e intend to use both treasur shares and shares
purchased b the  roup ploee hare wnership rust the rust
for share option eercises and shares purchased b the rust for the
vestin of eecutive share awards in 011. t the end of 011
shares euivalent to .1 of the issued share capital ecludin
treasur shares would be reuired for all share options and awards
outstandin. f these we estiate that for 011 shares euivalent
to approiatel 0. of the issued share capital ecludin treasur
shares will be reuired for the all-eploee share plans.
Outside appointments
he coittee believes that there are sinificant benefits to both
the copan and the individual fro eecutive directors acceptin
noneecutive directorships of copanies outside . he coittee
will consider up to two eternal appointents of which onl one a
be to the board of a aor copan for which a director a retain
thefees.
avin atterson is a non-eecutive director of ritish irwas for which
he receives an annual fee of 0000 and the benefit of free  ihts.
otin at the 01 nnual eneral eetin
he votes cast in respect of the nnual euneration eport at the
nnual eneral eetin held on 1 ul 01 were
otes cast
in favour 
otes cast
against 
pprove nnual
Remuneration Report 90 99.09 1 0.91
pprove irectors
Remuneration policy 91 9. 19 .1
11019 votes were withheld aainst approvin the nnual
euneration eport and 0099 votes were withheld aainst
approval of the irectors euneration polic.  vote withheld is not
counted when calculatin votin outcoes.
oittee evaluation
he coittee reviews its perforance with oard ebers and other
participants includin throuh the annual oard evaluation.
on-eecutive directors letters of appointent
ach non-eecutive director has an appointent letter settin out the
ters of his or her appointent. he do not have service contracts.
he letter includes ebership of an oard coittees the fees to be
paid and the tie coitent epected. e as each non-eecutive
director to allow a iniu coitent of  das each ear subect
to coittee responsibilities and to allow slihtl ore in the first
ear in order to tae part in the induction prorae. he actual tie
coitent reuired in an ear a var dependin on business.
e hihliht that additional tie a be reuired if the copan is
oin throuh increased activit.
ppointents are for an initial period of three ears. urin that
period either part can ive the other at least three onths notice of
terination. ll oard appointents autoaticall terinate in the
event of a director not bein elected or re-elected b shareholders at the
nnual eneral eetin each ear. he appointent of a non-eecutive
director is terinable on notice b the copan without copensation.
t the end of the period the appointent a be continued b
utual areeent. urther details of appointent arraneents
for non-eecutive directors are set out on pae 1.
he appointent letter also covers atters such as confidentialit
data protection and s share dealin code.
nspection b the public
he service areeents and letters of appointent are available for
inspection b the public at the reistered oce of the copan.
he will also be available for inspection coencin one hour prior
tothe start of our  to be held in ondon on 1 ul 01.